Terms and Conditions for the professional
services provided by The Liberators B.V.
14-10-2020 version

1. Definitions
1.1. Client​: the party that commissions The Liberators.
1.1. The Liberators​: The Liberators B.V., a private limited company incorporated under Dutch law, with its principal
place of business at (3544DH) Utrecht at Parelmoervlinder 8.
1.2. Assignment​: the written or oral agreement, whereby The Liberators undertake to perform work for Client.
1.3. Fee​: the remuneration for the work performed by The Liberators, not including Additional Expenses.
1.4. Additional Expenses​: costs related to the Assignment, not included in the Fee, which are charged to Client on thebasis of a specification. These include travel and accommodation expenses, reproduction costs and costs fornecessary third-party services.
1.5. Extra Charges​: Fees and Additional Expenses for work performed by The Liberators, which arose during theperformance of the Assignment as a result of circumstances outlined in greater detail in Article 4(1) and (2) andArticle 6(5) of these General Terms and Conditions.
1.6. Force Majeure​: Circumstances in which performance of the Assignment cannot reasonably be required of The
Liberators. This will include, but is not confined to, fire and floods, natural disasters, disruptions in power supply,internet and company equipment, and interruptions in transport and carriage. Force Majeure also includes
absence due to illness or indisposition of personnel or third parties working on behalf of The Liberators, insofar as
they are involved in and necessary for the performance of the Assignment.
1.7. Hourly Rate​; the hourly rate for activities performed by The Liberators, including (gross) salary costs and asurcharge for non-assignment-related operating costs and profit;
1.8. The Party:​ Client or The Liberators;
1.9. The Parties:​ Client and The Liberators.

2.

Scope of application

2.1. These General Terms and Conditions are applicable to all The Liberators’ legal acts, offers and the conclusion andfulfillment of all agreements concluded between Client and The Liberators, unless it has expressly been agreed
otherwise in writing in the Assignment;
2.2. The Liberators exclude the applicability of Client’s general conditions and purchase conditions to the agreements
concluded between Client and The Liberators.
2.3. If The Liberators do not always demand strict compliance with these General Terms and Conditions, this does notmean that the provisions in these General Terms and Conditions do not apply or that The Liberators would to any
extent lose the right to require strict compliance with these General Terms and Conditions in other cases.

3. Quotation and Assignment
3.1. All The Liberators’ quotations are without obligation and are valid for 14 days, unless otherwise indicated inwriting. The offer will lapse if Client does not accept it within the aforementioned period. After expiry of the offer,The Liberators are entitled to change the offer.
3.2. Client guarantees the correctness and completeness of the requirements and information, provided by or on itsbehalf, on which The Liberators base the quotation. If this information proves to be incorrect or incomplete, TheLiberators have the right to change the quotation or to terminate the Assignment.
3.3. The amounts stated in the quotation are excluding VAT, unless stated otherwise.
3.4. The Assignment is only established once The Liberators and Client have signed an agreement in which the scopeof the work to be performed by The Liberators has been laid down, and The Liberators have received a (returned)
signed copy of the agreement.
If The Liberators have not yet received the (returned) signed agreement, the Assignment will be deemed to havebeen concluded subject to the applicability of these General Terms and Conditions and the applicability of thescope of work as described in The Liberators’ quotation, at the time that The Liberators began the performance ofthe Assignment at Client’s oral or written request.
3.5. Further oral agreements and stipulations between the Parties are only binding after they have been confirmed inwriting by The Liberators.

4. Execution of and amendments to the Assignment
4.1. The Client will ensure that all information that The Liberators have indicated is required or that Client should
reasonably understand is required for the correct and timely performance of the Assignment, is provided to The
Liberators on time. If this information is not provided to The Liberators at all, or is not provided completely orcorrectly, The Liberators are entitled to suspend the performance of the Assignment and/or charge the resulting
additional costs to Client for an hourly or other Fee applied by The Liberators at that time and according to a
specification to be submitted by The Liberators.
4.2. If, during the performance of the Assignment, The Liberators have to carry out additional and/or other work thanoriginally agreed due to changed and/or additional insights of Client and/or as a result of which the agreed
delivery period cannot be fulfilled, then The Liberators will immediately inform Client of this.
The costs of this work will be charged to Client as Extra Charges in accordance with a specification to besubmitted by The Liberators. In this case The Liberators are entitled to suspend the performance of theAssignment and start with the performance of further work after Client has agreed in writing to the Extra Charges
and/or the new delivery period and/or other conditions imposed by The Liberators. This suspension does notconstitute a default on the part of The Liberators and is not a reason for Client to terminate or cancel theagreement.
4.3. If, at the exclusive discretion of The Liberators, Client’s additional and/or changed insights are of such a nature
and/or extent that they constitute a substantial change to the Assignment, The Liberators are entitled to terminate
the agreement, without notice of default being required, in accordance with the provisions of Article 9(2) of these
General Terms and Conditions.

5. Engaging third parties
5.1. Assignments given to third parties in the context of the performance of the Assignment are provided by or on
behalf of Client and for Client’s account and risk. At the request of Client, The Liberators may act as an authorized
representative at Client’s expense and risk. Said authorization will be laid down in writing. Parties may agree on
additional reimbursement for this.
5.2. If The Liberators draw up a budget for third-party costs at Client’s request, then this budget is indicative. If
required, The Liberators may request quotations on Client’s behalf.
5.3. If during the performance of the Assignment The Liberators involve the goods or services of third parties, after anexpress agreement and for their own account and risk, after which these goods or services are passed on toClient, then the provisions of the General Terms and Conditions and/or separate agreements with this third party
with regard to guarantee and liability also apply for Client.
5.4. If The Liberators provide assignments or instructions to third parties on Client’s behalf and for Client’s account,
Client will confirm these orders or instructions in writing at the request of The Liberators.
The Liberators are not liable for the breaches of these third parties, regardless of whether they were introduced by
The Liberators. Client must address these third parties themselves, should the need arise. If required, TheLiberators can assist Client in this under conditions to be agreed later.
5.5. Client will not engage third parties without consulting The Liberators if it may affect the performance of theAssignment. Where appropriate, the Parties will consult each other about which other contractors will be called inand which activities will be assigned to them.

6. Fees and costs
6.1. The Liberators are entitled to a Fee for the performance of the Assignment. This Fee can be agreed as follows:■
based on the actual time spent on performing the Assignment and the costs actually incurred, for theHourly Rates and kilometer rates applied by The Liberators and according to a specification to besubmitted by The Liberators; or■based on a fixed amount;■based on the composition mentioned in a. and b. of this article;

if no other agreements have been laid down in the Assignment about the way in which the Fee is agreed
upon, the manner described in the first bullet of this article applies.
6.2. In addition to the agreed Fee, The Liberators are entitled to reimbursement of Additional Expenses. These
Additional Expenses are not included in the Fee.
6.3. On 1 January and 1 July of each calendar year, The Liberators may pass on general increases in wages and prices
in the rates applied by them on the basis of the most applicable Statistics Netherlands price index.
6.4. Cost-increasing measures imposed by the government may at all times be passed on in the The Liberators’ rates.
6.5. If the performance of the Assignment is delayed or interrupted or otherwise influenced by circumstances thatcannot be attributed to The Liberators, then Client is obliged to compensate any additional costs that this entails.
6.6. Unless expressly stated otherwise, cost estimates and budgets are only indicative and no rights or expectations
can be derived from them. Only if the Parties have agreed to do so, are The Liberators obliged to inform Client if acost estimate or budget is exceeded.
■

7. Payment and collection charges
7.1. The Liberators are entitled to charge the Fee, Additional Expenses and Extra Charges on a monthly basis.
7.2. All payments must be made within 30 days of the invoice date without deductions, settlement or suspension.
Objections to the amount of an invoice do not suspend the payment obligation.
7.3. If, after having been reminded in writing by The Liberators to pay within 14 days, Client still fails to fulfil its
payment obligation within these 14 days, Client will owe statutory interest and extrajudicial collection costs fromthat time until the time of payment; this interest and these costs will amount to at least 10% of the invoice amountand will be a minimum of € 150 excluding VAT.

8. Intellectual property and confidentiality
8.1. All rights with regard to services, products and products of the mind that The Liberators develop and use,regardless of their nature, including advice, opinions, strategies, working methods, software, training programs,
courses, methods, brochures and the like, are exclusively vested in and accrue to The Liberators and/or its
licensors and never accrue to Client.
8.2. The Parties may agree that the rights referred to in the first paragraph are assigned entirely or in part to Client.
This assignment and any conditions under which the assignment takes place will always be laid down in writing.
The Liberators may attach conditions to this assignment of rights, including paying a Fee determined by The
Liberators.
8.3. Client is not permitted to remove or change any designations concerning copyrights, brands, trade names or otherrights from the material, including designations concerning the confidential character and secrecy.
8.4. If the provisions of this article are violated, Client will indemnify The Liberators against all damages suffered andto be suffered as a result, in particular if there are claims from third-party copyright owners.
8.5. The Parties are obliged to maintain the confidentiality of all confidential information, facts and circumstances thatcome to the attention of the Other Party within the framework of the Assignment, originating from each other oranother source, about which it can be reasonably understood that disclosure or communication to third parties
could damage The Liberators or Client. Third parties who are involved in the execution of the Assignment will bebound to the same confidential handling of these facts and circumstances originating from the Other Party.

9. Suspension and termination
9.1. The Liberators are entitled to suspend their work or to dissolve the Assignment entirely or in part, without noticeof default being required, if:■
There is an attributable breach in the performance of the Assignment on the part of the Client, which also
includes such behavior on the part of the Client on the basis of which it can no longer be reasonably
required of The Liberators that they complete the Assignment.
■
Client is in default of payment of the invoice or progress invoice within the payment term, and if Client, after
being reminded in writing to pay within fourteen days, fails to do so, or if The Liberators should be led tounderstand, based on any communication or conduct on the part of Client, that this payment will not takeplace.
■
Client fails to provide, at the request of The Liberators, sufficient security for the fulfilment of the payment
obligations arising from the Assignment, in the case that The Liberators have good grounds for doubting

Client’s ability to meet its payment obligations based on circumstances that have come to their knowledge
after entering into the agreement.
■
If Client files a petition for bankruptcy, suspension of payments, be it provisional or otherwise, or debt
repayment, or if Client is deprived of the power to dispose of its assets, in which cases all amounts owed
become immediately due and payable.
9.2. Client is not entitled to terminate the Assignment early, unless otherwise agreed in writing in the Assignment. If
Client terminates the Assignment without imputable breach on the part of The Liberators, or if The Liberators
terminate the agreement pursuant to the provisions of Articles 4(3) or 9(1) of these General Terms andConditions, then Client will owe an immediately due and payable compensation, in addition to the Fee and any
Additional Expenses or Extra Charges related to the work done until that time, without prejudicing The Liberators’right to claim all damages at law.
9.3. The compensation referred to in the previous paragraph will at least include the costs arising from thecommitments made by The Liberators in its own name for the fulfillment of the Assignment with third parties, aswell as at least 30% of the remaining part of the Fee.
9.4. In the event of termination on the grounds of the circumstances mentioned in Article 9(2) of these General Termsand Conditions, all payments received are used firstly to settle the costs, then the interest that has fallen due andfinally the principal sum and current interest.

10. Liability and indemnity
10.1. The Liberators’ liability due to attributable breach in the performance of its obligations under the Assignment onlyarises if Client immediately gives The Liberators proper notice of default in writing, and in the process enables The
Liberators to remedy the breach, or to limit damages, within a reasonable term and for its own account, and The
Liberators continue to be in breach of their obligations after this term. The notice of default must contain an as
detailed as possible description of the breach, so that The Liberators are able to respond effectively.
10.2. The Liberators are only liable to Client due to attributable breach in the performance of their obligations under theAssignment and only for direct damages attributable to The Liberators, and then only for alternativecompensation, i.e. compensation for the value of the failed performance. Any liability on the part of The Liberators
for any other kind of damages is excluded, including additional compensation in any form whatsoever, as well ascompensation for indirect or consequential damages or damages due to loss, lost turnover or profit, loss ofsavings, loss due to business interruption and damage to image​.
10.3. If The Liberators are liable to Client pursuant to the previous paragraphs of this article, this liability is limited tothe amount of the Fee, at least to that part of the Fee that is charged to Client or to which the liability relates.
10.4. The Liberators are not liable for damages that arise due to the defectiveness of equipment, software, datacarriers, registers or other means used by it in the performance of the Assignment, none of which are excluded,
nor for damages caused by the interception by third parties of audio and/or data transmissions from telephones,faxes, or e-mails and the possible forging thereof.
10.5. All liability expires after the passing of one year from the time the Assignment has ended due to completion,termination or giving notice to terminate.
10.6. Client indemnifies The Liberators against any claims by third parties that suffer damages in connection with theimplementation of the agreement for which the cause is not attributable to The Liberators. If The Liberators
should be approached by third parties on this basis, then Client is obliged to assist The Liberators both in and outof court, and to do everything that may be expected of it in such a case and without delay. Should Client fail totake adequate measures, then The Liberators are entitled to resort to this themselves, without notice of default.
All costs and damage on the part of The Liberators and third parties acting on its behalf arising from this will beborne entirely by Client.

11. Force Majeure
11.1. Force Majeure may be invoked if the stated circumstances affect The Liberators as well as if the circumstances
affect third parties engaged by The Liberators.
11.2. In the event of Force Majeure, The Liberators are entitled to suspend the performance of the agreement and The
Liberators will do everything in their power to perform the Assignment as soon as possible.
11.3. In the event of Force Majeure, The Liberators are not entitled to compensation, compensation of costs incurred orinterest. If the period in which fulfilment of the obligations by The Liberator is impossible due to Force Majeurelasts longer than one month, The Liberators as well as the Client are entitled to terminate the agreement entirelyor in part, without any obligation to pay each other compensation.
11.4. If The Liberators have already partially fulfilled their obligations on the occurrence of Force Majeure, or can only
partially fulfill their obligations, The Liberators are entitled to charge separately for goods or services alreadydelivered, and Client is obliged to settle this invoice.

12. Complaints, disputes and applicable law
Complaints will be communicated to The Liberators in writing as soon as possible, but in any case within one
month of completion of the Assignment, failing which Client will be deemed to have fully accepted the resultof the Assignment.
12.1. The Assignment between The Liberators and Client is governed by Dutch law.
12.2. Should disputes arise between Parties that cannot be settled amicably, they will be submitted to the competentcourt of the district in which The Liberators is based.

13. Other provisions
13.1. The version of the General Terms and Conditions, as applicable at the time the Assignment is established, applies
to the Assignment. This version can be requested from The Liberators at all times.
The latest version of the General Terms and Conditions is available on h​ ttp://www.theliberators.com​.
13.2. If any provision of these General Terms and Conditions is null and void or is voided, the other provisions of theseGeneral Terms and Conditions will remain fully in effect. In that case, the Parties will consult with the aim ofagreeing new provisions to replace the void or voided provisions. In doing so, the purpose and meaning of the voidor voided provisions will be taken into account as far as possible.